AGREEMENT AND RELEASE

AGREEMENT AND RELEASE

CONSULT WITH AN ATTORNEY BEFORE SIGNING THIS AGREEMENT AND RELEASE.

BY SIGNING THIS AGREEMENT AND RELEASE, YOU GIVE UP AND WAIVE IMPORTANT LEGAL RIGHTS.

This is an agreement and release (the ‘‘Agreement’’) between Creative Enterprises International, Inc., its stockholders (solely in their capacity as stockholders of Creative Enterprises International, Inc.), subsidiaries, affiliates, divisions, successors and assigns, their respective past and present officers, directors, employees, agents, attorneys, whether as individuals or in their official capacity, and each of their respective successors and assigns (hereinafter collectively referred to as ‘‘CEI’’ or the ‘‘Company’’) and by his own free will, Christopher Durkin (‘‘Durkin’’ or ‘‘Employee’’). As used herein, the term ‘‘Execution Date’’ shall mean the later of the two dates on which this agreement has been executed by Employee and CEI, as specified on the signature page of this agreement.

WHEREAS, Durkin has been serving as the Chief Executive Officer and a member of the Board of Directors of the Company, and

WHEREAS, Durkin desires to resign his employment with, and position on the Board of Directors of, the Company upon the terms and condition set forth herein,

NOW, THEREFORE, in consideration of the covenants and promises contained herein and for other good and valuable consideration, receipt of which is hereby acknowledged, Employee and the Company (who hereinafter collectively may be referred to as the ‘‘Parties’’) hereby agree as follows:

1.    Employee acknowledges and agrees that effective upon the Employee’s receipt of the cash payment described in Section 2(a) below, Employee’s employment with the Company in all capacities, and Employee’s service on the Board of Directors of the Company, is terminated (the ‘‘Termination Date’’).

2.    In consideration for (i) Employee’s execution of this Agreement and (ii) the release of claims against the Company, the Company will pay or issue to Employee the following:

a.    An aggregate amount of $32,500.00 Dollars (‘‘Severance Payment’’), payable in one lump-sum payment on the Termination Date.

b.     a total of 300,000 shares of Common Stock as additional consideration for services rendered to the Company by Employee during the term of Employee’s employment with the Company. The Company will issue the Common Stock Certificate to Employee within five (5) days of the Termination Date.

Employee agrees and acknowledges that the Company’s payment of the compensation described in this Section 2 is in lieu of all other compensation to which Employee may have been entitled.

3.    Except as otherwise expressly provided in this Agreement, there shall be no other payments or benefits payable to Employee, including but not limited to, salary, bonuses, commissions, finder’s fees and/or other payments.

4.    To the extent Employee has unreimbursed business expenses, incurred through the Termination Date, Employee must promptly submit the expenses with all appropriate documentation; those expenses which meet the Company’s guidelines will be reimbursed. Any expense account that Employee has with the Company terminates effective on the Termination Date, and any expenses already incurred will be reviewed and processed in accordance with the policies and procedures of the Company. No new expenses may be incurred after the Termination Date. Employee agrees to promptly pay any outstanding balance on these accounts that represent non-reimbursable expenses. Company will pay accepted expenses within twenty (20) business days from the Termination Date, in accordance with the Company’s expense reimbursement guidelines existing as of the date that this Agreement is executed by both the Company and Employee.

5.    Employee understands that this Agreement does not constitute an admission by the Company of any liability, error or omission, including without limitation, any: (a) violation of any statute, law, or regulation; (b) breach of contract, actual or implied; or (c) commission of any tort.

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6.    Employee acknowledges that the consideration provided in this Agreement exceed that to which Employee would otherwise be entitled under the normal operation of any benefit plan, policy or procedure of the Company or under any previous agreement (written or oral) between Employee and the Company. Employee further acknowledges that the agreement by the Company to provide consideration pursuant to this Agreement beyond Employee’s entitlement is conditioned upon Employee’s release of all claims against the Company and Employee’s compliance with all the terms and conditions of this Agreement.

7.    Arbitration:

a.    The Parties specifically and knowingly and voluntarily agree to arbitrate any controversy, dispute or claim which has arisen or should arise in connection with Employee’s employment, the cessation of Employee’s employment, or in any way related to the terms of this Agreement. The Parties agree to arbitrate any and all such controversies, disputes, and claims before a single arbitrator in the State of New York in accordance with the Rules of the American Arbitration Association. The arbitrator shall be selected by the Association and shall be an attorney-at-law experienced in the field of corporate law and admitted to practice in the State of New York. In the course of any arbitration pursuant to this Agreement, Employee and the Company agree (i) to request that a written award be issued by the arbitrator and (ii) that each side is entitled to receive any and all relief it would be entitled to receive in a court proceeding. The Parties knowingly and voluntarily agree to enter into this arbitration clause and, except for claims contemplated in Section 7(c) below, waive any rights that might otherwise exist to request a jury trial or other court proceeding. This paragraph is intended to be both a post-dispute and pre-dispute arbitration clause. Any judgment upon any arbitration award may be entered in any court, federal or state, having competent jurisdiction of the parties.

b.    The Parties’ agreement to arbitrate disputes includes, but is not limited to, any claims of unlawful discrimination and/or unlawful harassment under Title VII of the Civil Rights Act of 1964, as amended, the Age Discrimination in Employment Act 1967, as amended, the Americans with Disabilities Act, the New Jersey and New York Civil Rights Laws, the New Jersey Law Against Discrimination, the New York Executive Law, the New York City Human Rights Law, the New Jersey Conscientious Employee Protection Act, the New Jersey Family Leave Act, or any other federal, state or local law relating to discrimination in employment and any claims relating to wage and hour claims and any other statutory or common law claims.

c.    Notwithstanding the foregoing, Employee acknowledges and agrees that the breach by Employee of the non-disparagement, confidentiality, non-competition, or cooperation obligations (as provided by Paragraphs 8 – 13 of this Agreement) will cause the Company irreparable injury not compensable by money damages and therefore, the Company will not have an adequate remedy at law. Accordingly, if the Company institutes an action or proceeding to enforce such obligations, it shall be entitled to injunctive or other equitable relief to prevent or curtail any such breach, threatened or actual.

8.    Employee and Company agree that the terms and existence of this Agreement are and shall remain confidential and agrees not to disclose any terms or provisions of this Agreement, or to talk or write about the negotiation, execution or implementation of this Agreement, without the prior written consent of the other, except (a) as required by law; (b) as required by regulatory authorities, including as may be required under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the U.S. Securities and Exchange Commission promulgated thereunder; (c) as required within the Company to process this Agreement; or (d) in connection with any arbitration or litigation arising out of this Agreement. Anything herein to the contrary notwithstanding, Employee may disclose the terms of this Agreement to Employee’s immediate family, accountant or attorney, provided they are made aware of and agree to the confidentiality provisions.

9.    The Employee further agrees that he shall not, at any time before or after the Termination Date, make use of or disclose to any person, corporation, or other entity, for any purpose whatsoever, any trade secret or other confidential and/or proprietary information of or concerning the Company’s business, finances, marketing, technology, software, accounting and other information of the Company

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and its subsidiaries, including information relating to any customer of the Company or any other nonpublic business information of the Company and/or its subsidiaries disclosed to, prepared by or otherwise learned as a consequence of Employee’s employment with the Company (collectively referred to as the ‘‘Proprietary Information’’). For the purposes of this Agreement, trade secrets and confidential information shall mean information disclosed to the Employee or known by him as a consequence of his employment by the Company, whether or not pursuant to this Agreement, and not generally known in the industry. The Employee acknowledges that Proprietary Information, as it may exist from time to time, is a valuable and unique asset of the Company, and that disclosure of any such information would cause substantial injury to the Company. Trade secrets and confidential information shall cease to be trade secrets or confidential information, as applicable, at such time as such information becomes public other than through disclosure, directly or indirectly, by Employee in violation of this Agreement. If Employee is requested or required (by oral questions, interrogatories, requests for information or document subpoenas, civil investigative demands, or similar process) to disclose any Proprietary Information, Employee shall, unless prohibited by law, promptly notify the Company of such request(s) so that the Company may seek an appropriate protective order.

10.     Employee agrees that in consideration for the payments and other consideration provided in this Agreement Employee will not, for a period of one year following the Termination Date, directly or indirectly, (a) enter into or become associated with or engage in any other business (other than as an owner of 2% or less of the stock of a public corporation), which business is primarily involved in (i) the business of manufacturing, distributing, marketing or selling bottled waters or dietary supplements; or (ii) is otherwise engaged in the same or similar business as the Company in direct competition with the Company, or which the Company was in the process of developing during the term of Employee’s employment with the Company (a ‘‘Competitive Business’’); (b) (i) solicit business from or perform services for, or for the benefit of, any client or account of CEI with which Employee had contact, participated in the contact, or about which Employee had knowledge of Confidential Information by reason of Employee’s employment with CEI, or (ii) solicit business from or perform services for, or for the benefit of, any client or account which was pursued by CEI and with which Employee had contact, participated in the contact, or about which Employee had knowledge of Proprietary Information by reason of Employee’s employment with CEI; provided that such business or services solicited or offered would be deemed a Competitive Business at the time of such solicitation or offer, (c) develop, design, manufacture or sell products or services based on the Proprietary Information; (d) interfere in any manner with the business of CEI; or (e) solicit, hire, attempt to solicit or hire, or participate in any attempt to solicit or hire, for any non-CEI affiliated entity, any person who on or during the six (6) months immediately preceding the date of such solicitation or hire is or was an officer, employee or consultant of CEI, or which the Employee was aware was being actively recruited by CEI.

11.    In consideration of the foregoing, Employee agrees to irrevocably assign to the Company    any and all inventions, software (including source code and source code documentation for all computer programs developed or modified), manuscripts, documentation, improvements or other intellectual property whether or not protectible by any state or federal laws relating to the protection of intellectual property, relating to the present or future business of the Company that have been developed by Employee during the course of his employment with the Company, either alone or jointly with others, and whether or not developed during normal business hours or arising within the scope of his/her duties of employment (all of the foregoing ‘‘Intellectual Property’’). Employee agrees that all such Intellectual Property, including without limitation all copyrights, trademarks, trade secrets and patent rights therein, is irrevocably assigned to and shall be and remain the sole and exclusive property of the Company and shall be deemed the product of work for hire. Employee further agrees to execute such assignments and other documents as the Company may consider appropriate to vest all right, title